This invention relates generally to integrating an acquired company with an acquiring company and more particularly, to methods and systems for assimilating a newly acquired asset or company with another asset or company.
Acquisition integration, as used herein, refers to processes and systems for assimilating a newly acquired asset (e.g., a portfolio) or company with an existing asset or company. For example, acquisition integration occurs when one company acquires another company. Acquiring a company includes multiple phases. Such phases include, for example, a pre-due diligence phase during which objectives to achieve in an acquisition are defined, a due diligence phase during which candidate companies being considered for acquisition are studied, a post-sign/pre-close (i.e., contracts are signed but operating provisions are not yet effective) phase during which contractual contingencies are resolved, a post-closing (i.e., contracts fully effective) phase during which the acquired company comes under the control of the acquiring company, and a transition to operations phase where the former two companies begin to operate as a single entity.
Integrating the operations and staff functions of the acquired company with the acquiring company traditionally starts with the post-sign/pre-close phase and continues into the post-closing phase. During the post-sign/pre-close phase, the integration activities may be minimal due to complexities and concerns relating to contractual contingencies, e.g., governmental reviews and approvals.
Although integration traditionally has been performed starting with the post-sign/pre-close phase, there have been attempts to initiate integration earlier in the acquisition time continuum, such as in the pre due-diligence phase. Attempts to initiate integration efforts early in the acquisition process can meet with resistance due, for example, to a desire to focus resources on identifying and screening candidate companies and avoiding perceived unnecessary costs associated with tasks traditionally performed much later in the acquisition time continuum.
Companies that perform numerous acquisitions throughout any given year may designate a group of individuals to work on acquisitions. Large companies with various operating businesses may designate multiple groups to work within assigned businesses on different acquisitions or on common acquisitions with other groups. The acquisition groups, however, typically focus on identifying candidate companies, performing due diligence on selected candidate companies, and then negotiating and finalizing the agreements necessary to acquire the selected company or companies. Once the acquisition agreements are executed, the acquisition group transitions to another acquisition project. Some members of the group that worked on the just completed acquisition may move on to new jobs, and new members are assigned to the acquisition group. The acquisition group is not necessarily involved in the post-closing integration.
As a result, the knowledge and experience gained through the acquisition process by each member of the group may not necessarily even be passed along to the post-acquisition integration group. Also, a process utilized in one particular acquisition often is not formally captured in a way that promotes repeating the process for another acquisition. That is, one group working with one business may not necessarily share its experiences and knowledge with another group working in another business, or even with another group in the same business.
Checklists are commonly utilized in the due diligence phase of an acquisition. A legal due diligence checklist, for example, identifies areas of concern regarding possible legal liabilities that should be analyzed when contemplating acquiring a company. An individual performing the legal due diligence can use the checklist as a tool to help ensure that the usual areas of concern have been addressed.
Checklists, however, typically are used in the due diligence phase and do not span across multiple phases of the acquisition process. In addition, the checklist is used to indicate whether a particular task has been fully completed (e.g., does not indicate the extent to which a task is partially completed) and does not facilitate capturing process changes implemented in connection with a particular acquisition. Consequently, changes in the acquisition process for particular types of acquisitions often are not broadly communicated and easily replicated throughout a business.
Further, even with the use of checklists, clearly communicating and assigning tasks to internal and external resources deployed on an acquisition, as well as tracking task completion and results, can be time consuming and difficult due to the number of people involved and the number of tasks to be completed. For an acquisition of a multi-national company having multiple sites throughout the world and thousands of employees located in many countries, communicating and assigning tasks to be completed is time consuming and complex.
Success in an acquisition, i.e., achieving the acquiring company goals, depends on integration of the acquired company into the acquiring company. Such integration includes not only the operations of the companies, but also the management structures and corporate cultures. Improving the processes and systems utilized in connection with acquisition integration therefore should enhance the likelihood for successful acquisitions.